Companies House checks in a data room: what to pull and reconcile

That table is the whole job in miniature. The left column is what any buyer, lender or journalist can read for nothing in a few minutes. The right column is what the company’s own records say. Due diligence on the corporate side is largely about whether the two columns agree, and a well-prepared data room shows that they do before anyone has to ask.

Why do buyers check Companies House before they open your data room?

Because it is free, fast and independent of you. A buyer’s solicitor will usually pull the company’s record from the Companies House search service on day one, often before the NDA is signed, to confirm who owns and runs the business and whether there is secured debt.

The register is not proof of everything. Companies House does not verify most of what is filed, and the statutory books kept by the company remain the primary record of who its members are. But the register is the first impression, and inconsistencies on it raise questions that slow the whole process: if the share capital on the latest confirmation statement does not match the cap table in the information memorandum, the buyer will want to know which is right, and why.

Under the Companies Act 2006, the company has duties both to keep its own registers and to file changes publicly within set deadlines. A reconciliation exercise is really a check that both duties have been met.

Which Companies House records should go into the data room?

Put the downloaded documents themselves in the room, not just a link to the public page, so the index records exactly what the buyer was shown on a given date. A single “Corporate: Companies House” sub-folder works well.

A printout of the full filing history list is worth including as well. It shows at a glance whether anything was filed late, which tells a buyer something about how the company has been run.

How do you reconcile the public register with the statutory books?

Work through it as a sequence rather than a single pass. Share capital comes first because almost everything else, including the PSC position and the deal price per share, depends on it.

1. Pull a full copy of the public record

   Download the filing history, officers, PSC list and charges register, plus the latest accounts and confirmation statement. Date the folder.

2. Rebuild the share capital history

   List every allotment, transfer, sub-division and buyback since incorporation from the company's own papers, then check each allotment against an SH01 and each period against the statement of capital on the next confirmation statement.

3. Check every share issue was properly approved

   For each allotment, find the board minute, any shareholder resolution to disapply pre-emption or grant authority, and the updated register of members.

4. Match officers to minutes

   Confirm each appointment and resignation on the register has a board minute or resolution and a signed consent or resignation letter behind it.

5. Compare the PSC entries

   Read the company's own PSC register alongside the public entries. Names, nature of control and dates of change should match exactly.

6. Walk the charges register against the loan file

   For each charge, find the facility and security documents. Where the debt has been repaid, check that a statement of satisfaction was filed.

7. Tie filed accounts to signed accounts

   Confirm the filed version matches the approved statutory accounts and that every year was filed on time.

8. Write a short reconciliation note

   Record what matched, what did not, and what was done to fix it. Put the note in the corporate folder so the buyer's solicitor can see the work.

That final note is the step most sellers skip and the one buyers’ lawyers appreciate most. It turns a dozen individual enquiries into a single document they can review in an afternoon.

What do the common mismatches look like, and how serious are they?

The difference between the top two rows matters. A missing form is an administrative failure that can be fixed by filing it. A missing approval goes to whether the shares were validly issued at all, which affects who the buyer is actually buying from. If you find the second kind, bring in a corporate solicitor early.

What should you do about outstanding charges?

Charges are where a clean-looking company most often turns out to have loose ends. Banks and asset finance lenders register charges routinely, and when a loan is repaid nobody always remembers to file the statement of satisfaction. Years later the register still shows a debenture over the whole business in favour of a lender the company no longer uses.

To a buyer, an outstanding all-assets debenture means one of two things: there is secured debt that will need to be repaid or released at completion, or there is an administrative gap that needs a letter. Either way they will ask. Get ahead of it by writing to the lender for a deed of release or confirmation of repayment, filing the MR04, and placing both in the room alongside the original charge.

Where the debt is live and will be repaid from the sale proceeds, say so in the room. A short note naming the facility, the approximate redemption amount and the fact that a release will be delivered at completion avoids a round of enquiries.

How do PSC entries trip up a sale?

The people with significant control regime asks a simple question, who ultimately controls the company, and expects the answer to be kept up to date both internally and on the public register. In founder-led businesses the PSC position changes with every funding round, option exercise and share transfer between family members, and filings tend to lag.

Typical problems include a co-founder whose holding has dropped below 25% but who is still listed, a holding company that became a relevant legal entity but was never notified, and trusts or nominee arrangements that were never analysed at all. For a buyer, the PSC position also feeds its own anti-money laundering checks and, in some sectors, regulatory change-of-control filings, so accuracy here is not just tidy administration.

Does identity verification affect a sale now?

The Economic Crime and Corporate Transparency Act 2023 also gave Companies House stronger powers to query and remove information, and added duties such as maintaining an appropriate registered office address and a registered email address. In a deal, the practical point is timing: new directors appointed by the buyer at completion need to meet the verification requirements that apply at that date, so build it into the completion checklist.

How should the Companies House folder be organised in the room?

Keep it small, dated and easy to cross-reference. A structure that works for most private company sales:

• 1.1 Constitutional documents: certificate of incorporation, current articles, special resolutions.
• 1.2 Companies House extracts: filing history list, officers, PSC list, charges register, each saved as a PDF with the download date.
• 1.3 Statutory registers: members, directors, PSC, allotments and transfers, kept by the company.
• 1.4 Share capital history: SH01 forms, stock transfer forms, board and shareholder resolutions for each event.
• 1.5 Charges: each charge document with its facility agreement and, where relevant, the MR04 and lender release.
• 1.6 Reconciliation note: the summary of what was checked and fixed.

Number these to match your wider index, so a question in the Q&A that refers to “1.4.3” points unambiguously at one document. Set the folder to view-only for early bidders if the registers include home addresses or dates of birth; the public register already hides most of those details, and your own copies should not reveal more than it does.

How far back should you go?

To incorporation for share capital. There is no shortcut, because the current shareholdings are only valid if every step in the chain was. For a company formed in 2009 with five funding rounds, that may mean reconstructing fifteen years of allotments and transfers.

For officers and charges, focus on everything current plus anything that changed in the last six years, and any charge still showing as outstanding whatever its date. For accounts, three years of filed accounts is the usual expectation, with management accounts for the current period kept elsewhere in the finance section of the room.

If you are a few weeks away from going to market, this exercise is a good use of a junior solicitor’s or company secretary’s time. If you are already in a process and bidders are asking, prioritise share capital and charges, because those are the two areas that can genuinely move the price or the timetable.